Common use of Reserve Requirements; Change in Circumstances Clause in Contracts

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) of the principal of or interest on any Eurodollar Eurocurrency Loan or Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except or any lending office of such reserve requirement which is reflected in the Adjusted LIBOR Rate) Lender), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans any Eurocurrency Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Company shall (or shall cause the Borrowers will to) pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than except for changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or its lending office imposed by the jurisdiction in which such Lender has its Lender's principal executive office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreementlocated), or shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected Lender, or shall result in the Adjusted LIBOR Rate) or shall impose imposition on such any Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or the any Eurodollar Loans Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, the Borrowers will shall, upon receipt of the notice and certificate provided for in Section 2.12(c), promptly pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any LIBOR Loan or Fixed Rate Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar LIBOR Loan or Fixed Rate Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (x) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the its applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Lending Office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other than a jurisdiction in which such Lender governmental charge that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementany Lender to comply with any certification, information, documentation or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Lender, or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such any Lender or the London interbank market Interbank Market any other condition affecting this Agreement or the Eurodollar Loans any LIBOR Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar LIBOR Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender upon demand by such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (x) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the its applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Lending Office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other than a jurisdiction in which such Lender governmental charge that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementany Lender to comply with any certification, information, documentation or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Lender, or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such any Lender or the London interbank eurocurrency market any other condition affecting this Agreement or the Eurodollar Loans any Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender upon demand by such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by Regulatory Change (i) subjects any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments Lender to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder Taxes (other than changes (x) Non-Excluded Taxes or Taxes described in respect clause (i) or (ii) of Taxes, Other Taxes and taxes imposed on, the first sentence in Section 2.19(a) or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by (y) any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender Tax that would not be subject to tax have been imposed but for the execution and performance failure of this Agreement)any Lender to comply with any certification, information, documentation, or other reporting requirement if such Lender could legally comply and such compliance would not materially prejudice such Lender’s legal or commercial position) on its loans, loan principal or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, or similar requirement with respect to any LIBOR Loan (or participating interest therein), against assets of, deposits with or for the account of of, or credit extended by by, such Lender under this Agreement, or (except iii) with respect to any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or Loan, shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans any LIBOR Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar LIBOR Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to the Administrative Agent for the account of such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender, to the extent such amounts have not been included in the calculation of the LIBOR Rate, upon demand by such Lender (through the Administrative Agent).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any change in applicable law or regulation (including any change in the reserve percentages provided for in Regulation D) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office (or in which the applicable lending office for such it holds any Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Loan) or by any political subdivision or taxing authority therein and other than a jurisdiction in which such Lender taxes that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementsuch Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurodollar Loan by an amount deemed by such Lender to be material, then the Borrowers will relevant Borrower agrees to pay to such Lender as provided in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the national jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender Lender, the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Lender, the Issuing Bank or such other Recipient to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any change in applicable law or regulation (including any change in the reserve percentages provided for in Regulation D) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Eurocurrency Loan or Absolute Rate Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office (or in which the applicable lending office for such Eurodollar it holds any Eurocurrency Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Absolute Rate Loan) or by any political subdivision or taxing authority therein and other than a jurisdiction in which such Lender taxes that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementsuch Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans any Eurocurrency Loan or Absolute Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or Absolute Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurocurrency Loan or Absolute Rate Loan by an amount deemed by such Lender to be material, then the Borrowers will relevant Borrower agrees to pay to such Lender as provided in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which by any state of the applicable lending office for such Eurodollar Loan is located United States or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London Issuing Bank or the applicable interbank market any other condition affecting this Amended Agreement or the Eurodollar LIBOR Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender (or Affiliate or parent thereof which fairly allocates any such increase to the Lender) or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs actually incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender Bank of the principal of or interest on any Eurodollar Loan made by such Lender Bank or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender Bank by the national jurisdiction in which such Lender Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender Bank would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrowers Borrower will pay to such Lender Bank in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than except for changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender (as the case may be) or its lending office imposed by the jurisdiction in which such Lender has its Lender's principal executive office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreementlocated), or shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected or shall result in the Adjusted LIBOR Rate) or shall impose imposition on such any Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or the Eurodollar Loans any Loan (other than an ABR Loan) made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan outstanding Loans (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will Borrower shall, upon receipt of the notice and certificate provided for in Section 2.10(c), promptly pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) ), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law law, rule, regulation or regulation treaty or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (a “Change in Law”) shall change (i) result in the basis imposition, modification or applicability of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such the Issuing Lender (ii) subject any Issuing Lender to any Tax of any kind whatsoever with respect to this Agreement, or change the basis of taxation of payments in respect thereof (except for Indemnified Taxes or Other Taxes indemnified pursuant to Section 3.10 and the imposition of any Excluded Tax payable by such reserve requirement which is reflected Issuing Lender), or (iii) result in the Adjusted LIBOR Rate) or shall impose imposition on such the Issuing Lender or the London interbank market of any other condition affecting this Agreement Agreement, the Letter of Credit Commitment or the Eurodollar Loans made by such Lenderany Letter of Credit, and the result of any of the foregoing shall be to increase the cost to such the Issuing Lender of making issuing or maintaining any Eurodollar Loan Letter of Credit or to reduce the amount of any sum received or receivable by such the Issuing Lender hereunder (whether of principalreimbursement, interest or otherwise) by an amount deemed reasonably determined by such the Issuing Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such the Issuing Lender for such additional costs incurred or reduction sufferedshall be paid by the Account Party to the Issuing Lender upon demand. “Change in Law” shall include all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (x) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the its applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Lending Office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other than a jurisdiction in which such Lender governmental charge that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementany Lender to comply with any certification, information, documentation or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Lender, or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such any Lender or the London interbank eurocurrency market any other condition affecting this Agreement or the Eurodollar Loans any Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower or the applicable Subsidiary Borrower shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender upon demand by such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law Eurodollar Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than (A) changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in and (B) Taxes or Other Taxes, which such Lender would not shall be subject to tax but for the execution and performance of this Agreementgoverned by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR RateEurodollar Rate hereunder); or (iii) or shall impose on such any Lender or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or the Eurodollar Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then the Borrowers such Borrower will pay to such Lender as provided in accordance with paragraph (cSection 2.09(c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which that is fully reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will shall compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurodollar Revolving Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or Issuing Bank by the jurisdiction in which such Lender or Issuing Bank has either its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Revolving Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making or maintaining any Eurodollar Revolving Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed determined in good faith by such Lender or Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (i) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or Fronting Bank by the jurisdiction in which such Lender or Fronting Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction and (ii) any Taxes described in which such Lender would not be subject to tax but for the execution and performance of this AgreementSection 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or Fronting Bank or shall impose on such Lender or Fronting Bank or the London interbank Eurodollar market any other condition affecting this Agreement Agreement, any Letter of Credit (or any participation with respect thereto), the Revolving L/C Exposure or any Eurodollar Loans made by of such LenderLender or Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or Fronting Bank of making or maintaining its Revolving L/C Exposure or any Eurodollar Loan (or, in the case of the Fronting Bank, of making any payment under any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or Fronting Bank to be material, then from time to time the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or Fronting Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, based on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Eurodollar Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) ), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder or (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any DIP Lender of the principal of or interest on any Eurodollar Loan made by such DIP Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such DIP Lender by the jurisdiction in which such DIP Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such DIP Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such DIP Lender (except any such reserve requirement which that is reflected in the Adjusted LIBOR Rate) or shall impose on such DIP Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such DIP Lender, and the result of any of the foregoing shall be to increase the cost to such DIP Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such DIP Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such DIP Lender to be material, then the Borrowers Borrower will pay to such DIP Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such DIP Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any change in applicable law or regulation (including any change in the reserve percentages provided for in Regulation D) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Absolute Rate Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office (or in which the applicable lending office for such it holds any Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Absolute Rate Loan) or by any political subdivision or taxing authority therein and other than a jurisdiction in which such Lender taxes that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementsuch Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan or Absolute Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Absolute Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurodollar Loan or Absolute Rate Loan by an amount deemed by such Lender to be material, then the Borrowers will relevant Borrower agrees to pay to such Lender as provided in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurodollar Eurocurrency Loan made by such Lender or any fees Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes capital stock of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except or any lending office of such reserve requirement which is reflected in Lender) or the Adjusted LIBOR Rate) Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans any Eurocurrency Loan made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers will to) pay to such Lender in accordance with paragraph (c) below or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) ), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Letter of Credit Issuer in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes (i) the rate of tax imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by or the jurisdiction Letter of Credit Issuer and (ii) any Covered Taxes described in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this AgreementSection 2.17), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Eurodollar Rate) or the Letter of Credit Issuer or shall impose on such Lender or the London Letter of Credit Issuer or the interbank Eurodollar market any other condition affecting this Agreement Agreement, any Letter of Credit (or any participation with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loans of such Lender or the Eurodollar Loans made by such LenderLetter of Credit Issuer, and the result of any of the foregoing shall be to increase the cost to such Lender or the Letter of Credit Issuer of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurodollar Loan (or, in the case of the Letter of Credit Issuer, of making any payment under any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or the Letter of Credit Issuer hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Letter of Credit Issuer to be material, then from time to time the Borrowers will pay to such Lender in accordance with paragraph (c) below or the Letter of Credit Issuer upon demand such additional amount or amounts as will compensate such Lender or the Letter of Credit Issuer for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Regulatory Change (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other (x) Taxes and taxes imposed on, on or measured byby the capital, receipts or franchises of such Lender or the overall gross or net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other than a jurisdiction in which such Lender governmental charge that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementany Lender to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan, against assets of, deposits with or for the account of of, or credit extended by by, such Lender under this Agreement, or (except iii) with respect to any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or Eurodollar Loan, shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining its Commitment or of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to the Administrative Agent for the account of such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand by such Lender (through the Administrative Agent). Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or an Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or Issuing Bank by the jurisdiction in which such Lender or Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or an Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or Issuing Bank to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below or Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or an Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or Issuing Bank by the jurisdiction in which such Lender or Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or an Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or Issuing Bank to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below or Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London Issuing Bank or the applicable interbank market any other condition affecting this Amended Agreement or the Eurodollar LIBOR Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or the any Eurodollar Loans Loan made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Discount Rate Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts net profits or franchise taxes of such Lender in each case imposed by the jurisdiction in which such Lender is organized, has its principal office office, or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of, or receipt of payment and enforcement of rights under, this AgreementAgreement or any other Loan Document), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London applicable interbank market any other condition affecting this Agreement or the Eurodollar Loans or Discount Rate Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Agreement, any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Letter of Credit reimbursement obligations, Fees or other amounts amount payable hereunder (other than changes in respect of Taxes, Other Taxes income and franchise taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of on such Lender by the jurisdiction in which such Lender is organized or has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority thereof or therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify modify, or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which that is reflected in the Adjusted LIBOR LIBO Rate or in the Alternate Base Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit issued hereunder, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender following receipt of a certificate of such Lender to such effect in accordance with paragraph (cSection 2.14(c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or such Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender or such Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or any Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Issuing Bank or any Lender's or any Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or such Issuing Bank's capital or on the capital of such Lender's or such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or such Issuing Bank's policies and the policies of such Lender's or such Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or any Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or such Issuing Bank's right to demand such compensation; provided, however, that any Lender or any Issuing Bank may not demand compensation under this Section 2.14 for any period commencing earlier than 180 days prior to such demand. The protection of this Section 2.14 shall be available to each Lender and each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. SECTION 2.15.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after any Change in Law shall (i) subject any Lender or the date Administrative Agent to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Administrative Agent of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than (A) changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in and (B) Taxes or Other Taxes, which such Lender would not shall be subject to tax but for the execution and performance of this Agreementgoverned by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London Administrative Agent; or (iii) impose on any Lender or the Administrative Agent or any applicable interbank market any other condition condition, cost or expense affecting this Agreement or the Eurodollar SOFR Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making making, converting to, continuing or maintaining any Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Administrative Agent, or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialor the Administrative Agent, then the Borrowers Borrower will pay to such Lender or the Administrative Agent as provided in accordance with paragraph (cSection 2.09(c) below such additional amount or amounts as will compensate such Lender or the Administrative Agent for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein (but subject to paragraph (d) below and Section 2.20), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank, as applicable, of the principal of or interest on any Eurodollar LIBOR Loan, NIBOR Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein or any fees or other amounts payable hereunder (other than changes in respect of Taxes referred to in clause (a) or (b) of the definition of "Excluded Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located ") or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or Fronting Bank or shall impose on such Lender Lender, the Fronting Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar LIBOR Loans, NIBOR Loans or Fixed Rate Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar such Loan or to increase the cost to such Lender or the Fronting Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Fronting Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Fronting Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) subject the Agent or any Bank (which shall for the purpose of this Section 2.15 include any assignee or lending office of the Agent or such Bank) to any tax with respect to any amount paid or to be paid by the Agent or any Bank with respect to any Eurodollar Loans made by a Bank to the Borrower (other than (x) taxes imposed on the overall net income or gross receipts of such Agent or Bank and (y) franchise taxes imposed on the Agent or such Bank; in either case by the jurisdiction in which such Bank has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Bank would not be subject to tax but for the execution and performance of this Agreement); (ii) change the basis of taxation of payments to the Agent or any Lender Bank of the principal of or interest on any Eurodollar Loan made by such Lender Bank or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and franchise taxes or taxes imposed on, or measured by, on the overall net income or overall gross receipts of the Agent or franchise taxes of such Lender Bank by the jurisdiction in which the Agent or such Lender Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Lender Bank would not be subject to tax but for the execution and performance of this Agreement), or shall ; (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit loans or loan commitments extended by such Lender Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall (iv) impose on such Lender Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans or other Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) received or receivable by an amount deemed by the Agent or such Lender Bank hereunder or under the Notes (whether of principal, interest or otherwise) or to be materialrequire the Agent or such Bank to make any payment in respect of any Eurodollar Loan, then the Borrowers will Borrower shall pay to the Agent or such Lender in accordance with paragraph (c) below Bank, as the case may be, such additional amount or amounts as will compensate the Agent or such Lender Bank for such additional costs incurred or reduction sufferedreduction. The Borrower's obligation to pay the amounts required to be paid pursuant to this Section 2.15 shall be limited, as to any Bank, to the amounts under this Section 2.15 that such Bank received actual knowledge of no more than 120 days prior to the date on which the Borrower received an initial certificate from such Bank pursuant to paragraph (c) below unless the event giving rise to such demand is applied retroactively. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.15(a) shall be deemed to (x) permit the Agent or any Bank to recover any amount thereunder which would not be recoverable under Section 2.18 hereof or (y) require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 2.18 hereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any LIBOR Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (x) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the its applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Lending Office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other than a jurisdiction in which such Lender governmental charge that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementany Lender to comply with any certification, information, documentation or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Lender, or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such any Lender or the London interbank market Interbank Market any other condition affecting this Agreement or the Eurodollar Loans any LIBOR Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar LIBOR Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender upon demand by such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurocurrency Loan, Eurodollar Loan, CD Loan or Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or Issuing Bank by the any jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), thereof) or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender or such Issuing Bank (except any such reserve requirement which is already reflected in the Adjusted LIBOR definition of the applicable Rate) ), or shall impose on such Lender or such Issuing Bank or the London interbank market any other condition affecting this Agreement or the any Eurocurrency Loan, Eurodollar Loans Loan, CD Loan or Fixed Rate Loan made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making or maintaining any Eurocurrency Loan, Eurodollar Loan, CD Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrowers will applicable Borrower shall pay to such Lender in accordance with paragraph (c) below or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it should have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation any Law or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of lawLaw) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or (including without limitation franchise taxes on net income, branch profit taxes and alternate minimum income taxes) of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank is incorporated or has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) , by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein (but subject to paragraph (d) below and Section 2.21), if after the date of this Agreement any Lender or Fronting Bank becomes a Lender or Fronting Bank hereunder any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank, as applicable, of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any Letter of Credit or participation therein or any fees or other amounts payable hereunder (other than changes in respect of Taxes referred to in clause (a) or (b) of the definition of “Excluded Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement”), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender or Fronting Bank (except any such other than a reserve requirement which is reflected in the calculation of an applicable Adjusted LIBOR LIBO Rate) or shall impose on such Lender Lender, such Fronting Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar LIBOR Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar such Loan or to increase the cost to such Lender or such Fronting Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below or such Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronting Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than except for changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or its lending office imposed by the jurisdiction in which such Lender has its Lender's principal executive office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreementlocated), or shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected Lender, or shall result in the Adjusted LIBOR Rate) or shall impose imposition on such any Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or the any Eurodollar Loans Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will Borrower shall, upon receipt of the notice and certificate provided for in Section 2.12(c), promptly pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein (but subject to paragraph (d) below and Section 2.20), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank, as applicable, of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any Letter of Credit or participation therein or any fees or other amounts payable hereunder (other than changes in respect of Taxes referred to in clause (a) or (b) of the definition of “Excluded Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located ”) or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or Fronting Bank or shall impose on such Lender Lender, such Fronting Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar LIBOR Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar such Loan or to increase the cost to such Lender or such Fronting Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below or such Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronting Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein (but subject to paragraph (d) below and Section 2.21), if after the date of this Agreement any change in applicable ---- law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank, as applicable, of the principal of or interest on any Eurodollar LIBOR Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein or any fees or other amounts payable hereunder (other than changes in respect of Taxes referred to in clause (a) or (b) of the definition of "Excluded Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located ") or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or Fronting Bank or shall impose on such Lender Lender, such Fronting Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar LIBOR Loans or Fixed Rate Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar such Loan or to increase the cost to such Lender or such Fronting Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or such Fronting Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Fronting Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets which are eurocurrency liabilities as set forth in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time), special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) that makes a SOFR Loan or EURIBOR Loan or shall impose on such Lender or the London Euro interbank market or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type any other condition affecting this Agreement or the Eurodollar either SOFR Loans or EURIBOR Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurodollar SOFR Loan or EURIBOR Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount deemed reasonably determined by such Lender to be material, then Howmet will pay or cause the other Borrowers will to pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided, that such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) in similar circumstances.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or if any Change in Law (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate), (ii) subject any Lender or any Issuing Bank to any Tax of any kind whatsoever with respect to this Agreement, or any Loan made by it, to such Lender or such Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such Issuing Bank), or (iii) shall impose on such Lender or such Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Loan (or in the case of clause (ii) above, any loan) or increase the cost to any Lender or any Issuing Bank of issuing or main- taining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to the Issuing Bank or any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than except for changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income of the Issuing Bank or overall gross receipts or franchise taxes of such Lender or its lending office imposed by the jurisdiction in which such Lender has its principal executive office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreementlocated), or shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected or the Issuing Bank, or shall result in the Adjusted LIBOR Rate) or shall impose imposition on such Lender any Lender, the Issuing Bank or the London interbank market of any other condition affecting this Agreement or the Agreement, such Lender's Commitment, any Eurodollar Loans Loan made by such LenderLender or any Letter of Credit or participation interest therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or issuing, maintaining or participating in any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers will Borrower shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Eurocurrency Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Eurocurrency Loans made by such LenderLender or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made held by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which that is fully reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans made Loan held by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will shall compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Discount Rate Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts net profits or franchise taxes of such Lender in each case imposed by the jurisdiction in which such Lender is organized, has its principal office office, or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of, or receipt of payment and enforcement of rights under, this AgreementAgreement or any other Loan Document), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London applicable interbank market any other condition affecting this Agreement or the Eurodollar Loans or Discount Rate Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a1) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender Bank of the principal of or interest on any Eurodollar Loan made by such Lender Bank or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender Bank by the jurisdiction in which such Lender Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender Bank would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrowers Borrower will pay to such Lender Bank in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein (but subject to paragraph (d) below and Section 2.21), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurodollar LIBOR Loan or NIBOR Loan made by such Lender Lender, any LC Disbursement or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any or such reserve requirement which is reflected in the Adjusted LIBOR Rate) Issuing Bank or shall impose on such Lender or Issuing Bank, or the London interbank market or the international interbank market for deposits of the applicable currency any other condition affecting this Agreement or the Eurodollar LIBOR Loans or NIBOR Loans made by such LenderLender or Letters of Credit issued by such Issuing Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar such Loan or issuing or maintaining any letter of credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrowers applicable Borrower (or, if such cost or reduction shall not be attributable to a particular Loan or Loans, Millennium America), will pay to such Lender in accordance with paragraph (c) below or such Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (x) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the its applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Lending Office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other than a jurisdiction in which such Lender governmental charge that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementany Lender to comply with any certification, information, documentation or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Lender, or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such any Lender or the London interbank eurocurrency market any other condition affecting this Agreement or the Eurodollar Loans any Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender upon demand by such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), shall: (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any lending office of any Lender) to any charge, fee, deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid to either the Agent or any Lender with respect to any Eurodollar Loans made by such Lender to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed on the overall net income of the Agent or such Lender, (y) franchise or capital taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof and (z) taxes imposed by reason of any connection between the jurisdiction imposing such tax and the Agent, such Lender or such Applicable Lending Office other than a connection arising solely from this Agreement); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable with respect to any Letter of Credit or otherwise hereunder (other than changes in respect of Taxes, Other Taxes and (x) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Agent, (y) franchise or capital taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or in which the applicable its lending office for with respect to such Eurodollar Loan is located or by any political subdivision or taxing authority thereinof either thereof and (z) taxes imposed by reason of any connection between the jurisdiction imposing such tax and the Agent, such Lender or by any other jurisdiction or by any political subdivision or taxing authority therein such Applicable Lending Office other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of connection arising solely from this Agreement), or shall ; (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or loan commitments extended by, or Letters of or credit extended Credit issued and maintained by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate or in the Alternate Base Rate); or (iv) or shall impose on such any Lender or or, with respect to Eurodollar Loans, the London interbank market market, any other condition affecting this Agreement Agreement, Letters of Credit issued and maintained by or the Eurodollar Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest interest, fee, compensation or otherwise) by an amount deemed receivable by such Lender to be materialLender, then the Borrowers will shall pay to such Lender in accordance with paragraph (c) below or the Agent, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent for such additional costs incurred or reduction sufferedreduction. The Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.16 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.16 hereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including marginal, special, emergency, supplemental or other reserve requirements applicable to eurocurrency liabilities (as defined in Regulation D of the Board of Governors of the United States Federal Reserve System)) against assets of, deposits with or for the account of or credit extended by such any Committed Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or Liquidity Provider or shall impose on such Committed Lender or Liquidity Provider or the London applicable interbank market any other condition (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, (ii) imposed on or measured by net income or profits or that are franchise, branch profits or similar Taxes or (iii) arising under FATCA) affecting this Agreement or Advances made by the Eurodollar Loans Committed Lender hereunder or Support Advances made by such LenderLiquidity Provider related hereto, and the result of any of the foregoing shall be to increase the cost to such Committed Lender or Liquidity Provider of making or maintaining any Eurodollar Loan Advance or Support Advance or to reduce the amount of any sum received or receivable by such Committed Lender or Liquidity Provider hereunder or under its related Support Facility (whether of principal, interest or otherwise) by an amount deemed by such Committed Lender or Liquidity Provider to be material, then the Borrowers Borrower will pay to such Lender pay, in accordance with paragraph (c) below the Priority of Payments, to such Committed Lender, for its own account, or to the applicable Conduit Lender, for the account of such Liquidity Provider, upon demand, such additional amount or amounts as will compensate such Committed Lender or Liquidity Provider, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Regulatory Change (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other (x) Taxes and taxes imposed on, on or measured byby the capital, receipts or franchises of such Lender or the overall gross or net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other than a jurisdiction in which such Lender governmental charge that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementany Lender to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan, against assets of, deposits with or for the account of of, or credit extended by by, such Lender under this Agreement, or (except iii) with respect to any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or Eurodollar Loan, shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining its Commitment or of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to the Administrative Agent for the account of such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand by such Lender (through the Administrative Agent).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any DIP Lender of the principal of or interest on any Eurodollar Loan made by such DIP Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such DIP Lender by the jurisdiction in which such DIP Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such DIP Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such DIP Lender (except any such reserve requirement which that is reflected in the Adjusted LIBOR Rate) or shall impose on such DIP Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such DIP Lender, and the result of any of the foregoing shall be to increase the cost to such DIP Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such DIP Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such DIP Lender to be material, then the Borrowers relevant Borrower will pay to such DIP Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such DIP Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate or the Base CD Rate) or shall impose on such Lender or the London interbank market or other market in which Lenders ordinarily raise dollars to fund Loans of the requested Type any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, or shall change the cost to the Australian Lenders of funding or maintaining any Australia/U.S. Loan made (or to be made) to Alcoa of Australia and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Alcoa will pay or cause the other Borrowers will to pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date such assignee becomes a Lender hereunder) any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office or branch of the Agent or any Lender) to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to any Eurodollar Loans made by a Lender to a Borrower (other than (x) taxes imposed on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall ; (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit loans or loan commitments extended by by, such Lender Lender; or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiv) or shall impose on such any Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) by an amount deemed receivable by such Lender or to be materialrequire such Lender to make any payment in respect of any Eurodollar Loan, then the Borrowers will shall pay to such Lender in accordance with paragraph (c) below or the Agent, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent for such additional costs incurred or reduction sufferedreduction. The Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions and, at the request of the Borrowers, shall set out in reasonable detail the calculations used in determining such additional amounts. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 hereof. Notwithstanding any other provision of this Section 2.10, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or if any Change in Law (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender any Lender, (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateii) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender (other than Taxes) or (iii) shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Loans made by it, or change the basis of taxation of payment to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.17 or any Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or increase the cost to any Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then from time to time as specified in clause (c) below, the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time as specified in clause (c) below, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) of the principal of or interest on any Eurodollar Eurocurrency Loan or Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall (ii) subject any Lender to any Taxes on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except or any lending office of such reserve requirement which is reflected in the Adjusted LIBOR RateLender), or (iv) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans any Eurocurrency Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Company shall (or shall cause the Borrowers will to) pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered, provided that any such payment with respect to taxes shall not include any Excluded Taxes and shall be without duplication of payments made under Section 2.19. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinExcept with respect to Indemnified Taxes and Other Taxes, which shall be governed solely and exclusively by Section 2.20, if after the date of this Agreement Closing Date any change in applicable law Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any LIBOR Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Excluded Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Lender, or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such any Lender or the London interbank market Interbank Market any other condition affecting this Agreement or the Eurodollar Loans any LIBOR Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost (other than the amount of Taxes, if any) to such Lender of making or maintaining any Eurodollar LIBOR Loan or to reduce the amount (other than the amount of Taxes, if any) of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender upon demand by such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which by any state of the applicable lending office for such Eurodollar Loan is located United States or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London Issuing Bank or the applicable interbank market any other condition affecting this Agreement or the Eurodollar LIBOR Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender (or Affiliate or parent thereof which fairly allocates any such increase to the Lender) or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs actually incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement Original Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurodollar Eurocurrency Loan or A/C Fronted Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate, the Bank Xxxx Rate or the Italian Fixed Rate, as the case may be) or shall impose on such Lender or such Issuing Bank or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or the Eurodollar Eurocurrency Loans or A/C Fronted Fixed Rate Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Eurocurrency Loan or A/C Fronted Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law EurodollarSOFR Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar EurodollarSOFR Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than (A) changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in and (B) Taxes or Other Taxes, which such Lender would not shall be subject to tax but for the execution and performance of this Agreementgoverned by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D), special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR RateEurodollar Rate hereunder); or (iii) or shall impose on such any Lender or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or the Eurodollar EurodollarSOFR Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurodollar EurodollarSOFR Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then the Borrowers such Borrower will pay to such Lender as provided in accordance with paragraph (cSection 2.09(c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar LIBOR Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which by any state of the applicable lending office for such Eurodollar Loan is located United States or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London Issuing Bank or the applicable interbank market any other condition affecting this Amended Agreement or the Eurodollar LIBOR Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar LIBOR Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender (or Affiliate or parent thereof which fairly allocates any such increase to the Lender) or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts the Issuing Bank, as will compensate such Lender for such additional costs incurred or reduction suffered.the case may be,

Reserve Requirements; Change in Circumstances. (aA) Notwithstanding any other provision hereinin this Agreement to the contrary, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder under this Agreement (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which that is reflected in the Adjusted LIBOR RateLIBOR) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder under this Agreement (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (cSection 3.1(C) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended hereunder by such any Lender (except or any such reserve requirement which is reflected Issuing Bank, or shall result in the Adjusted LIBOR Rate) or shall impose imposition on such Lender or any Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or the any Eurodollar Loans Loan or Fixed Rate Loan made by such LenderLender or any Letter of Credit or Participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to increase the cost to such Lender or any Issuing Bank or participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or any Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (i) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction and (ii) any Taxes described in which such Lender would not be subject to tax but for the execution and performance of this AgreementSection 2.18), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London interbank eurodollar market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets which are currently referred to as eurocurrency liabilities as set forth in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time), special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) that makes a Cumulative Compounded RFR Rate Loan or shall impose on such Lender or the London interbank any market in which Lenders ordinarily raise Yen to fund Loans any other condition affecting this Agreement or the Eurodollar either Cumulative Compounded RFR Rate Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurodollar Cumulative Compounded RFR Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount deemed reasonably determined by such Lender to be material, then the Borrowers Borrower will pay or cause the Subsidiary Guarantor to pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided, that such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) in similar circumstances.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (i) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction and (ii) any Taxes described in which such Lender would not be subject to tax but for the execution and performance of this AgreementSection 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London interbank Eurodollar market any other condition affecting this Agreement or the any Eurodollar Loans made by of such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then from time to time the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinExcept with respect to Indemnified Taxes and Other Taxes, which shall be governed solely and exclusively by Section 2.21, if after the date of this Agreement Closing Date any change in applicable law Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any LIBOR Loan or Fixed Rate Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar LIBOR Loan or Fixed Rate Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Excluded Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Lender, or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such any Lender or the London interbank market Interbank Market any other condition affecting this Agreement or the Eurodollar Loans any LIBOR Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost (other than the amount of Taxes, if any) to such Lender of making or maintaining any Eurodollar LIBOR Loan or Fixed Rate Loan or to reduce the amount (other than the amount of Taxes, if any) of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred increase or reduction sufferedto such Lender upon demand by such Lender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender or any Issuing Lender to any tax of any kind whatsoever with respect to this Agreement Agreement, any change Letter of Credit, any participation in applicable law a Letter of Credit or regulation Swingline Loan or in the interpretation any Eurodollar Loan made by it, or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR RateEurodollar Rate hereunder) or shall any Issuing Lender; or (iii) impose on such any Lender or any Issuing Lender or the London interbank Eurodollar market any other condition condition, cost or expense affecting this Agreement or the Eurodollar Loans made by such Lender, Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialor Issuing Lender, then the Borrowers such Borrower will pay to such Lender or Issuing Lender as provided in accordance with paragraph (cSection 2.09(c) below such additional amount or amounts as will compensate such Lender or Issuing Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if any Lender shall have determined that the applicability of any law, rule, request, regulation, directive or guideline promulgated and adopted pursuant to or arising out of the July 2010 report of the Basel Committee on Banking Supervision (Basel III) or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, regardless of the date enacted, adopted or issued, or if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Revolving Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) ), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Revolving Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Revolving Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation (including any change in the reserve percentages provided for in Regulation D) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan or Absolute Rate Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office (or in which the applicable lending office for such it holds any Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction Absolute Rate Loan) or by any political subdivision or taxing authority therein and other than a jurisdiction in which such Lender taxes that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementsuch Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Loan or Absolute Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Absolute Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurodollar Loan or Absolute Rate Loan by an amount deemed by such Lender to be material, then the Borrowers will Westinghouse agrees to pay to such Lender as provided in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to LAW2:13233 46 41 such request shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or Issuing Bank by the jurisdiction in which such Lender or Issuing Bank has either its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed determined in good faith by such Lender or Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand (in accordance with paragraph (c) below below) such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve or mandatory cost requirement which is reflected in the Adjusted LIBOR RateLIBO Rate or any Tax), subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (e) of the definition of Excluded Taxes and (C) Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document, Taxes imposed on or measured by net or gross income (however denominated), profits or revenues (including value added or similar Taxes), backup withholding Taxes, franchise Taxes and branch profit Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder with respect to a Eurodollar Loan or Letter of Credit (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender is organized, has its principal office or in which the applicable lending office for such Eurodollar Loan is located Applicable Lending Office or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which that is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender upon demand in accordance with paragraph (cSection 2.12(c) below hereof such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any change in applicable law or regulation (including any change in the reserve percentages provided for in Regulation D) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or US-Canadian Lender of the principal of or interest on any Eurodollar Eurocurrency Loan, Absolute Rate Loan or C$ Loan made by such Lender or any fees or other amounts payable hereunder US- Canadian Lender (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or US-Canadian Lender by the jurisdiction in which such Lender or US-Canadian Lender has its principal office (or in which the applicable lending office for such Eurodollar it holds any Eurocurrency Loan, Absolute Rate Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction C$ Loan) or by any political subdivision or taxing authority therein and other than a jurisdiction in which such Lender taxes that would not be subject to tax have been imposed but for the execution and performance failure of this Agreementsuch Lender or US-Canadian Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or US-Canadian Lender or shall impose on such Lender or US-Canadian Lender or the London interbank market or Toronto interbank market (with respect to C$ Loans), as applicable, any other condition affecting this Agreement or the Eurodollar Loans any Eurocurrency Loan, Absolute Rate Loan or C$ Loan made by such Lender, Lender or US-Canadian Lender and the result of any of the foregoing shall be to increase the cost to such Lender or US-Canadian Lender of making or maintaining any Eurodollar Eurocurrency Loan, Absolute Rate Loan or C$ Loan or to reduce the amount of any sum received or receivable by such Lender or US-Canadian Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurocurrency Loan, Absolute Rate Loan or C$ Loan by an amount deemed by such the applicable Lender or US-Canadian Lender to be material, then the Borrowers will relevant Borrower or Canadian Borrower (with respect to C$ Loans) agrees to pay to such Lender or US-Canadian Lender, as applicable, as provided in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender or US-Canadian Lender, as applicable, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or if any Change in Law (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate), (ii) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein (other than Taxes) or (iii) shall subject any Lender or Issuing Bank to any Tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loans made by it or any Letter of Credit or participation therein, or change the basis of taxation of payment to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.20 or any Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time as specified in clause (c) below, the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall: (i) subject the Agent or any Lender (which shall for the purpose of this Section include any assignee or lending office of the Agent or any Lender) to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to any Eurodollar Loans made by a Lender to Borrower (other than (x) taxes imposed on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall ; (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Loans, included in the Eurodollar Reserves used to calculate any then applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of of, or credit loans or loan commitments extended by by, such Lender Lender; or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiv) or shall impose on such any Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) by an amount deemed receivable by such Lender or to be materialrequire such Lender to make any payment in respect of any Eurodollar Loan, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below or the Agent, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent for such additional costs incurred or reduction sufferedreduction. The Agent and each Lender agree to give notice to the Borrower and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clauses (i) or (ii) of this Section 2.11(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.16 hereof or (y) require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 2.16 hereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement (or as provided in the last sentence of this Section 2.08(a)) any adoption, issuance or change in applicable law law, rule or regulation regulation, guideline, request or directive or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of lawlaw but with respect to which similarly situated banks generally comply) (i) shall change the basis of taxation of payments to any Lender of the principal of or interest impose on any Eurodollar Loan made by such Lender Bank or any fees or other amounts payable hereunder Issuing Bank any Taxes (other than changes in respect of Taxes, Other Indemnified Taxes and taxes imposed onExcluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or measured byits deposits, the net income reserves, other liabilities or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority thereincapital attributable thereto, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or (ii) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender by, any Bank or any Issuing Bank or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiii) or shall impose on such Lender any Bank or the London interbank market any Issuing Bank any other cost or condition (other than Taxes), however denominated, affecting this Agreement or the Eurodollar Loans any Loan made by such LenderBank or any Letter of Credit issued by such Issuing Bank or any participations therein (any change referred to in any of the preceding clauses (i), (ii), or (iii) being called an “Increased Cost Change”), and the result of any of the foregoing shall be to increase the cost to such Lender Bank or Issuing Bank of making or maintaining any Eurodollar Loan (or maintaining a Revolving Credit Commitment) or issuing or maintaining any Letter of Credit (or maintaining its obligation to issue Letters of Credit) or to reduce the amount of any sum received or receivable by such Lender Bank or Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender Bank or Issuing Bank to be material, then the Borrowers will pay then, subject to such Lender in accordance with paragraph (c) below Section 2.08(d), such additional amount or amounts as will compensate such Lender Bank or Issuing Bank for such additional costs incurred increase or reduction sufferedwill be paid by the Company to such Bank or Issuing Bank as provided in Section 2.08(c). Any such amount determined pursuant to this Section 2.08(a) shall be computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank or Issuing Bank from time to time after the Effective Date of this Agreement. For all purposes of this Section 2.08, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor similar authority) or the United States or foreign financial regulatory authorities, in each case pursuant to Basel III, shall in each case, if they shall have any of the effects referred to in clauses (i), (ii) or (iii) of this Section 2.08(a), be deemed to be an “Increased Cost Change”, whether enacted, adopted, promulgated or issued before or after the date of this Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, 42 37 deposits with or for the account of or credit extended by such any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall: (i) subject the Agent or any Lender (which shall for the purpose of this Section include any assignee or lending office of the Agent or any Lender) to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to any Eurodollar Loans made by a Lender to Borrower (other than (x) taxes imposed on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall ; (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Loans, included in the Eurodollar Reserves used to calculate any then applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of of, or credit loans or loan commitments extended by by, such Lender Lender; or (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateiv) or shall impose on such any Lender or the London New York interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, ; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) by an amount deemed receivable by such Lender or to be materialrequire such Lender to make any payment in respect of any Eurodollar Loan, then the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below or the Agent, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent for such additional costs incurred or reduction sufferedreduction. The Agent and each Lender agree to give notice to the Borrower and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clauses (i) or (ii) of this Section 2.11(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.16 hereof or (y) require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 2.16 hereof.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender in respect of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and (i) taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction and (ii) any Taxes described in which such Lender would not be subject to tax but for the execution and performance of this AgreementSection 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London interbank eurodollar market any other condition affecting this Agreement or the any Eurodollar Loans made by of such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then from time to time the Borrowers Borrower or the applicable Credit Party will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or if any Change in Law: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate); (ii) subjects the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of a Borrower hereunder to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) or shall impose on such Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or the Eurodollar Loans made by such LenderLender or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or increase the cost to any Lender or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below Lender, upon demand such additional amount or amounts as will compensate such Lender Lender, for such additional costs incurred or reduction suffered; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated to the extent the applicable Lender is imposing such charges on other generally similarly situated borrowers (but not necessarily all such borrowers) under comparable syndicated credit facilities.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected Lender, or shall result in the Adjusted LIBOR Rate) or shall impose imposition on such any Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or the Eurodollar Loans any Eurocurrency Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender with respect to any Eurocurrency Loan or Fixed Rate Loan hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the applicable Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender or Issuing Bank by the jurisdiction in which such Lender or Issuing Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the applicable Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or Issuing Bank to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below or Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (or under the Notes evidencing its Loans), whether of principal, interest or otherwise) , by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender Bank of the principal of or interest on any Eurodollar Loan made by such Lender Bank or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender Bank by the jurisdiction in which such Lender Bank has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender Bank would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender Bank or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrowers Borrower will pay to such Lender Bank in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) of the principal of or interest on any Eurodollar Eurocurrency Loan or Fixed Rate Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except or any lending office of such reserve requirement which is reflected in the Adjusted LIBOR Rate) Lender), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans any Eurocurrency Loan or Fixed Rate Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Company shall (or shall cause the Borrowers will to) pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission 44 38 of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if any Lender shall have determined that the applicability of any law, rule, request, regulation, directive or guideline promulgated and adopted pursuant to or arising out of the July 2010 report of the Basel Committee on Banking Supervision (Basel III) or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, regardless of the date enacted, adopted or issued, or if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Revolving Loan made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, on the overall net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), ) or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR LIBO Rate) ), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the any Eurodollar Loans Revolving Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Revolving Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding If at any other provision herein, if time and from time to time after the date of this Agreement Agreement, any Lender or the Administrative Agent shall determine that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any applicable law or law, rule, regulation or guideline regarding capital adequacy, or any change in the interpretation or administration thereof of any such law, rule, regulation or guideline by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by such Lender (or its lending office or an affiliate) with any request or directive regarding capital adequacy (whether or not having the force of law) shall change of any such Governmental Authority, central bank or comparable agency, has or will have the basis effect of taxation (i) reducing the amount of payments to any Lender payment (whether of the principal of principal, interest or interest on any Eurodollar Loan made otherwise) receivable by such Lender or any fees or other amounts payable hereunder (other than changes in respect otherwise reducing the rate of Taxes, Other Taxes and taxes imposed on, or measured by, return on the net income or overall gross receipts or franchise taxes capital of such Lender by the jurisdiction in or any of its Affiliates as a consequence of such Lender's obligations under this Agreement to a level below that which such Lender has its principal office or in which the applicable lending office Affiliate could have achieved but for such Eurodollar Loan is located adoption, change or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which compliance (taking into consideration the policies of such Lender would not be subject and its Affiliates with respect to tax but for the execution and performance of this Agreementcapital adequacy), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rateii) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase increasing the cost to such Lender of making or maintaining any Eurodollar Loan a Loan, or to reduce the amount (iii) requiring a payment in respect of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be materiala Loan, then from time to time the Borrowers will Borrower shall pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender or its Affiliates for such reduction, additional cost or payment (excluding, for purposes of this Section 2.08, any such increased costs incurred resulting from (x) Taxes or reduction sufferedOther Taxes (as to which Section 2.08 shall govern), and (y) changes in the basis of taxation of overall net income by any Governmental Authority under the laws of which such Lender is organized or operates. Notwithstanding any other provision of this Section 2.06, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the national jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), in each case, by an amount deemed by such Lender to be material, then the Borrowers Borrower will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. If any Lender shall have determined that the adoption or effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto, such Lender's Tranche A Commitment[ or], Tranche B Commitment or Tranche C Commitment hereunder, as the case may be, or the issuance of, or participation in, any Letter of Credit by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into account Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), in each case, by an amount deemed by such Lender to be material (except to the extent that such amount is reflected in the Adjusted LIBOR Rate), then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same. Any Lender receiving any such payment shall promptly make a refund thereof to the Borrower if the law, regulation, guideline or change in circumstances giving rise to such payment is subsequently deemed or held to be invalid or inapplicable. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period, provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. The obligations of the Borrower and the Guarantors under this Section shall survive the termination of this Agreement and/or the payment of the Loans.